Burke & Herbert Financial Services Corp

This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation as disclosed in the proxy materials. Management is seeking shareholder endorsement of its overall pay philosophy and specific compensation outcomes to validate its approach to aligning pay with Company performance and long-term shareholder value. The proposal is framed as advisory, so while it will not change pay directly, the Board and Compensation Committee state they will carefully consider the vote’s outcome when setting future compensation. Contextually, the Company has substantial performance-based elements in its pay program (including merger incentive plans, PRSUs, annual cash incentives and SERP contributions) tied to multi-year metrics like earnings per share and merger cost savings, which management argues justifies a triennial say-on-pay frequency. The Board’s recommendation to vote FOR reflects its view that the mix of short- and long-term incentives, clawback policies, stock ownership guidelines, and compensation governance mitigate excessive risk and align management and shareholder interests. The proposal should be evaluated by investors in light of the Company’s recent financial results (strong net income, EPS growth, and capital metrics) and the significant merger-related incentive arrangements put in place following the Summit Merger. Analysts should note that the vote is advisory and the Board retains discretion; however, a negative vote could prompt the Board to revisit plan design, disclosures, or governance practices. The Compensation Committee engaged an independent consultant and reviews peer data and performance measures when setting pay, which management cites as support for the current compensation program.

This management proposal asks shareholders to indicate, on a non-binding basis, whether the Company should hold the advisory say-on-pay vote annually, biennially, or triennially. Management recommends a triennial frequency, arguing that many of the Company’s incentive arrangements and performance measures are multi-year in nature—particularly the post-merger Merger Incentive Plan and performance-based restricted stock units (PRSUs)—and that a three-year cadence better allows shareholders to assess the outcomes of these longer-term programs. The Board also states that a triennial vote reduces the potential for short-termism and aligns shareholder voting frequency with the Company’s long-term strategic goals and compensation vesting schedules. While the result is advisory and non-binding, the Board will consider the outcome in setting future processes; a shareholder preference for a shorter frequency could signal dissatisfaction and prompt greater engagement or disclosure. Investors should weigh the company’s use of multi-year metrics, the degree of discretion retained by the Compensation Committee, and the presence of governance safeguards (clawbacks, independent compensation consultant, stock ownership guidelines) when deciding whether more frequent shareholder input is warranted. The recommended three-year frequency is consistent with the Board’s view that it complements long-term incentive structures and provides shareholders sufficient time to evaluate realized performance relative to pay. Analysts should also consider market practice among comparable regional bank peers and whether shareholders prefer more regular touchpoints to influence executive pay policy.